This service agreement for content writing (the “Agreement”) is entered into this ____ day of ___________, 2024 (the “Effective Date”) by and between:
GirnarSoft Education Services Pvt. Ltd. (D.B.A. CollegeDekho), a private limited company duly incorporated under the Companies Act, 2013, and having CIN: U80302RJ2015PTC047265, with its address at 6th Floor, Capital Cityscape, Sector – 66, Gurugram, Haryana (hereinafter referred to as “CollegeDekho”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, associates, subsidiaries, and permitted assigns); and [____], a private limited company duly incorporated and organized pursuant to the laws of India and having CIN: [CIN], with its registered address at [Address] (hereinafter referred to as the “Service Provider”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns). CollegeDekho and the Service Provider shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”, as the context may require.
WHEREAS CollegeDekho is inter alia engaged in the business of providing comprehensive education support solutions to students in India and other countries, including but not limited to: Facilitating student loans, Coaching, and Establishing close collaborations with colleges and universities both within India and internationally, thereby receiving commissions from such colleges and universities on students recruited through its services. Service Provider is engaged in the business of providing advanced AI-driven content creation solutions and other technology-driven educational support services. CollegeDekho has approached the Service Provider to enhance its content creation capabilities through the deployment of advanced AI solutions to address specific operational challenges and strategic goals as identified by CollegeDekho. Based on the representations made by the Service Provider, the Parties have entered into this Agreement for the provision of AI-powered content creation services as detailed in Schedule I (“Services”) attached hereto. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the Parties, intending to be legally bound, hereby agree as follows to establish a strategic and mutually beneficial relationship on the terms set out below:
DEFINITIONS Unless the context requires otherwise, the following capitalized terms used in this Agreement shall have the meaning provided against such terms as below:
“Agreement” means this Agreement, including the recitals set forth in the preamble herein, and all schedules, exhibits, appendices, and attachments hereto, as well as any and all amendments, additions, restatements, or modifications made hereto and thereto, and all other documents incorporated herein or therein by reference, all of which are hereby made an integral part of and shall be read as if included within the text of this Agreement, ensuring comprehensive and cohesive interpretation. “Effective Date” means the date of signing of this Agreement by the duly authorized representatives of the Parties, from which all rights and obligations stipulated herein shall commence and be enforceable. “Fee” means the compensation to be paid to the Service Provider as defined in Clause 4.1 of this Agreement, inclusive of any adjustments, increments, or additional payments as may be agreed upon by the Parties in writing during the term of this Agreement. “Intellectual Property” shall include any and all, now known or hereafter known tangible and intangible intellectual properties of the Service Provider, whether owned or arising by operation of law, contract, license, or otherwise subsisting or recognized/recognizable and/or protected/protectable under the laws of India, which may be registered or unregistered, and shall include any/all: Patents, Copyrights, Trademarks, Domain names, Design, Industrial designs, Service marks, Logos, Insignia, Brand-name, Seal, Symbol or device available with or being used by the Service Provider. Furthermore, any intellectual property developed, discovered, created, or reduced to practice in the performance of services under this Agreement, inclusive of derivative works, enhancements, modifications, or improvements thereto, shall be deemed the exclusive property of the Service Provider, and CollegeDekho shall not claim any ownership, rights, title, or interest therein. CollegeDekho hereby irrevocably assigns and transfers to the Service Provider any and all rights, title, and interest it may have in such intellectual property, and agrees to execute any documents and take any actions necessary to effectuate such assignment. This provision shall survive the termination of this Agreement and shall remain in full force and effect thereafter. SCOPE OF AGREEMENT Service Provider agrees to provide its services and CollegeDekho agrees to receive, as at and with effect from the Effective Date, the services set out in Schedule I (“Services”), on the terms and conditions and in the manner set forth in this Agreement. For the performance of the Services, CollegeDekho shall provide unrestricted and continuous access to all necessary accounts, tools, data, and resources required for the Service Provider to perform its duties effectively. Any modifications, alterations, or adjustments to such access must be communicated in writing at least 30 days in advance and shall be subject to the prior written consent of the Service Provider. Any deletions, limitations, or additions to the account access shall in no way impede, restrict, or otherwise negatively impact the Service Provider’s ability to fulfill its obligations under this Agreement. In the event of any interruptions or access issues, regardless of the cause, the Service Provider shall be entitled to a proportional extension of deadlines and additional compensation at a rate to be determined by the Service Provider for the increased effort and resources required to mitigate such interruptions. This compensation shall include, but is not limited to, costs for reallocation of resources, extended labor, and any other related expenses. TERM AND TERMINATION The term of this Agreement shall come into effect on the 1st day of June, 2024, and, unless terminated earlier in accordance with the terms of this Agreement, shall continue in full force and effect for a minimum duration of two (2) years from the Effective Date. This Agreement may thereafter be extended for additional periods as may be mutually agreed upon in writing by the Parties, with the stipulation that any such extension shall necessitate a mandatory fee increase of no less than fifteen percent (15%) per annum, which shall be compounded annually. Each Party shall have the right to terminate this Agreement: (i) upon mutual written agreement executed by duly authorized representatives of both Parties; (ii) upon giving sixty (60) days’ prior written notice for termination for convenience, provided that CollegeDekho compensates the Service Provider for all fees, including anticipated fees and expenses, that would have been payable for the remaining term of the Agreement, as well as any additional costs incurred due to early termination, including but not limited to, reallocation of resources and loss of business opportunities; (iii) in the event the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days from receipt of written notice specifying the breach in detail, with the understanding that any disputes over the existence or severity of a breach shall first be subject to binding arbitration at the location of Service Provider’s choosing, with all arbitration costs to be borne by CollegeDekho. Clauses 5.4, 6, 7, and 8, along with any other provisions which by their nature are intended to survive, shall survive termination of this Agreement for any reason. CONSIDERATION For providing the Services, the Service Provider shall receive a sum of INR [consideration], subject to statutory deductions and taxes, as applicable. The consideration payable shall be reviewed and adjusted annually to account for inflation, market conditions, and other relevant factors, ensuring the Service Provider is adequately compensated. The Service Provider shall raise an invoice on a monthly basis, and payment shall be made in full within ten (10) days of receipt of the invoice by CollegeDekho. Late payments shall incur a penalty of five percent (5%) per month, compounded monthly, on the outstanding amount. To facilitate timely payments, CollegeDekho shall establish and maintain an automatic payment mechanism acceptable to the Service Provider, ensuring all payments are processed promptly. In the event of any delays, interruptions, or additional requirements caused by CollegeDekho, including but not limited to delays in providing necessary access, data, or resources, additional fees shall be negotiated and paid to the Service Provider to compensate for the increased effort, resources, and time required to complete the Services. Such additional fees shall include, without limitation, costs associated with reallocation of resources, extended labor, opportunity costs, and any other expenses incurred due to such delays or interruptions. DUTIES AND RESPONSIBILITIES OF SERVICE PROVIDER While performing the Services, the Service Provider shall exercise its best efforts to adhere to all relevant laws and regulations applicable to such Service(s) and shall endeavor to keep CollegeDekho reasonably informed of any material legal or compliance-related issues that may arise. CollegeDekho shall provide all necessary support, resources, and information to ensure compliance with applicable laws, and any failure to do so shall result in indemnification and hold harmless provisions favoring the Service Provider for any legal or regulatory issues, fines, penalties, or other liabilities that may arise from such failure. The Service Provider shall not represent that it has any title in or right of ownership to any of CollegeDekho’s Intellectual Property or undertake any actions that may directly infringe upon the established rights of CollegeDekho in the Intellectual Property. However, the Service Provider retains the irrevocable right to utilize, analyze, and leverage data, materials, and information provided by CollegeDekho for the purpose of enhancing, refining, and improving its services, provided that such use is in compliance with applicable data protection laws and industry standards. This utilization shall be deemed to include any derivative works, enhancements, or modifications resulting therefrom. The Service Provider’s relationship with CollegeDekho is strictly that of an independent contractor, and none of the provisions of this Agreement shall be interpreted or construed to imply that the Parties have agreed to form a partnership, association, joint venture, or employer-employee relationship, nor shall the Service Provider be deemed an agent or representative of CollegeDekho. The Service Provider shall have no authority to conclude any contract, make any representation, promise, statement, or guarantee, or otherwise bind CollegeDekho in any manner whatsoever, except as expressly authorized in writing by CollegeDekho. CONFIDENTIALITY Confidential Information: It may be necessary for CollegeDekho during the term of this Agreement (the “Disclosing Party”) to provide the Service Provider (the “Receiving Party”) with certain information that shall be Confidential Information, as defined below. Confidential Information: “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, which is designated as “Confidential” or “Proprietary” or that the Receiving Party should reasonably understand to be confidential or proprietary based on the nature of the information or the circumstances of disclosure. The Service Provider shall not be liable for any incidental or unintended disclosure of information due to the inherent risks associated with the use of advanced AI technologies and the dynamic nature of startup environments, provided that the Service Provider has exercised reasonable care to protect such information. Notwithstanding the foregoing, Confidential Information shall not include any information, which the Receiving Party can demonstrate: (a) is or later becomes publicly available through no breach of this Agreement by the Receiving Party, or (b) was in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s records, or © was received from a third party without breach of any nondisclosure obligations to the Disclosing Party or otherwise in violation of the Disclosing Party’s rights, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s records. Nondisclosure: The Receiving Party shall treat all Confidential Information as strictly confidential, shall not disclose any Confidential Information to any other person or entity without the prior written consent of the Disclosing Party, and shall not use any Confidential Information in any manner except for purposes of conducting business with the Disclosing Party or enhancing the Receiving Party’s own services and capabilities, including but not limited to improvements in AI models, algorithms, and related technologies. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency as so required by such order, provided that the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. The Receiving Party hereby agrees to notify the Disclosing Party promptly if it learns of any unauthorized use or disclosure of any Disclosing Party Confidential Information in violation of the terms hereof. Confidentiality Term: The Receiving Party shall observe all obligations hereunder with respect to disclosures of Confidential Information up to two (2) years after termination of this Agreement, unless such information becomes publicly available through no fault of the Receiving Party, or the Receiving Party is legally compelled to disclose it. Title and Proprietary Rights: Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the Receiving Party, the Disclosing Party shall retain title thereto and to all intellectual property and proprietary rights therein. The Receiving Party will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. However, nothing herein shall restrict the Receiving Party from using any Residuals (defined as information retained in the unaided memories of the Receiving Party’s personnel who have had access to the Confidential Information) for any purpose, including, but not limited to, the development, improvement, and enhancement of AI models and related technologies. REPRESENTATIONS OF THE PARTIES The Parties hereby represent and warrant that they have been duly authorized to enter into this Agreement and that this Agreement constitutes a valid, binding, and enforceable obligation upon the respective Parties in accordance with its terms. The Service Provider represents and warrants that it has not entered into any agreement with any other party and has made no other contract, which would materially contradict the commercial relationship between the Parties or unreasonably interfere with the performance of Services by the Service Provider under this Agreement. Notwithstanding the foregoing, the Service Provider reserves the right to enter into similar or identical agreements with other entities, including those that may be in direct or indirect competition with CollegeDekho, provided that such agreements do not explicitly conflict with the material terms of this Agreement. The Service Provider shall be permitted to publicly announce, disclose, and market the existence of this Agreement and its association with CollegeDekho to prospective clients, investors, stakeholders, and other relevant parties without the need for prior notification to or consent from CollegeDekho. CollegeDekho agrees to provide reasonable assistance and cooperation to the Service Provider in such marketing efforts, including but not limited to, providing testimonials, case studies, and other promotional materials as reasonably requested by the Service Provider. INDEMNITY Each Party (the “Indemnifying Party”) hereby agrees to defend, indemnify, and hold the other Party (the “Indemnified Party”) harmless against any and all liability, losses, damages, or costs (including reasonable attorney fees and legal costs) incurred or suffered by the Indemnified Party as a result of any breach, negligent act, omission, or willful default on the part of the Indemnifying Party, or its representatives, agents, or subcontractors arising either directly or indirectly from the performance (or non-performance) by the Indemnifying Party or any of its representatives of any obligations or terms of this Agreement. Notwithstanding the foregoing, CollegeDekho agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all indirect, special, incidental, consequential, exemplary, or punitive damages, including but not limited to loss of business opportunities, loss of revenue, loss of profits, loss of use, or loss of data, arising out of or related to any breach by CollegeDekho of its obligations under this Agreement, regardless of whether such damages were foreseeable or whether CollegeDekho had been advised of the possibility of such damages. Neither Party shall be liable for any indirect or consequential losses, including loss of business, provided that this limitation shall not apply in cases of willful misconduct, gross negligence, fraud, or misrepresentation. The Service Provider shall not be liable for any legal costs or expenses incurred in the defense of any claims, actions, or proceedings arising out of or related to the performance of this Agreement. CollegeDekho shall bear all such costs and expenses, including but not limited to court costs, arbitration fees, attorney fees, and any other related legal expenses. GOVERNING LAW AND JURISDICTION This Agreement shall be governed and interpreted in accordance with the laws of India. The Parties agree that the courts at Lucknow, Uttar Pradesh, shall have exclusive jurisdiction over any disputes arising under or in connection with this Agreement, provided, however, that any such disputes shall first be subject to binding arbitration as set forth herein. All legal disputes arising out of or in connection with this Agreement, including but not limited to its validity, interpretation, performance, and enforcement, shall be resolved through binding arbitration conducted at a location chosen by the Service Provider within Bengaluru, Karnataka, in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a single arbitrator appointed by the Service Provider, and the arbitration proceedings shall be conducted in English. The decision of the arbitrator shall be final and binding on the Parties. CollegeDekho shall bear all costs and expenses associated with such arbitration, including but not limited to the arbitrator’s fees, legal fees, administrative fees, and any other costs incurred by the Service Provider in connection with the arbitration. Furthermore, CollegeDekho shall promptly reimburse the Service Provider for any and all expenses incurred in enforcing any arbitration award, including but not limited to reasonable attorney fees and court costs. MISCELLANEOUS PROVISIONS Severability: In the event any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining portions hereof shall continue in full force and effect as if such invalid provision had never been included. The Parties agree to negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the invalid provision, to the maximum extent permissible under applicable law, ensuring the continued operational efficacy of this Agreement. Waiver: The waiver by either Party of any breach or default in the performance of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach or default, whether of a like or different character. No waiver of any right or remedy hereunder shall be effective unless made in writing and signed by the Party granting such waiver, and any such waiver shall be limited to the specific instance and for the specific purpose for which it is given. The failure to enforce any provision of this Agreement shall not constitute a waiver of the right thereafter to enforce each and every provision hereof. Assignment: The rights and obligations of the Service Provider under this Agreement may be assigned, delegated, or transferred, in whole or in part, to any third party without the prior consent of CollegeDekho, provided such third party agrees in writing to be bound by the terms and conditions of this Agreement. CollegeDekho may not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Service Provider, which consent may be withheld in the sole and absolute discretion of the Service Provider. Entire Agreement: This Agreement, together with any exhibits, schedules, or other attachments hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings, representations, and warranties, whether oral or written, with respect to such subject matter. Any modifications or amendments to this Agreement must be in writing and signed by duly authorized representatives of both Parties. Any agreements or understandings not contained herein are void and of no effect. Amendment: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. Notwithstanding the foregoing, the Service Provider may amend this Agreement unilaterally upon written notice to CollegeDekho if such amendments are required to comply with applicable law, regulation, or standard industry practice, and such amendments shall become effective as specified in the notice. Survival: The provisions of this Agreement, which by their nature are intended to survive the termination, cancellation, or completion of this Agreement, including but not limited to provisions regarding confidentiality, indemnification, and intellectual property rights, shall survive such termination, cancellation, or completion and continue in full force and effect thereafter. IN WITNESS WHEREOF The Parties, through their duly authorized representatives, have executed this Agreement as of the Effective Date. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
The execution and delivery of this Agreement by electronic means, including by electronic signature or transmission in PDF or other electronic format, shall be binding on the Parties, and the Parties hereby waive any objections to the enforceability of such electronic signatures.
GIRNARSOFT EDUCATION SERVICES PVT. LTD. (D.B.A. COLLEGEDEKHO) [_____]
For: CollegeDekho
Name: Title: E-Mail: Date: _____________________________
SCHNITT AI SOLUTIONS PVT. LTD.
For: Schnitt
Name: Title: E-Mail: Date: __________________________
Schedule I Scope of Services
The detailed description of the Services to be provided by the Service Provider, including specific deliverables, timelines, quality standards, and any other relevant details, shall be documented in this Schedule. The Parties acknowledge that the scope of Services may be refined or adjusted as necessitated by operational requirements, technological advancements, or strategic considerations, subject to mutual agreement and documented through written amendments.
Summary of Adjustments and Protections
Access and Account Changes: Modifications to account access, including additions or deletions, shall require a minimum of thirty (30) days’ advance written notice and mutual agreement. Such changes must ensure the uninterrupted performance of the Service Provider’s obligations. Any disruptions shall necessitate a corresponding extension of deadlines and commensurate compensation for the Service Provider, reflective of the impact on service delivery. Termination Notice: Termination for convenience by either Party shall require sixty (60) days’ prior written notice. In such an event, the terminating Party shall ensure full compensation to the Service Provider for all outstanding fees, including any anticipated fees and costs for the remaining term, thereby safeguarding the financial equilibrium of the Service Provider. Material Breach Cure Period: In the event of a material breach, the breaching Party shall be afforded thirty (30) days from receipt of detailed written notice to rectify such breach. Disputes regarding the existence or gravity of a breach shall be resolved exclusively through binding arbitration at the location determined by the Service Provider, with all arbitration-related costs to be borne by CollegeDekho. Invoice and Payment Terms: Invoices shall be raised on a monthly basis, with payments due within ten (10) days of receipt. Late payments shall incur a compounded penalty of five percent (5%) per month. To facilitate timely payments, an automated payment mechanism shall be established by CollegeDekho. Legal and Compliance Support: CollegeDekho shall furnish all requisite support and resources to ensure compliance with relevant laws and regulations. Any deficiencies in such support shall result in indemnification of the Service Provider for any resulting legal or regulatory repercussions. Indemnity: The indemnity provisions herein shall encompass all indirect, consequential, and incidental losses suffered by the Service Provider as a result of actions or omissions by CollegeDekho, ensuring comprehensive financial protection. Jurisdiction: This Agreement shall be governed by the laws of India, and any disputes shall be subject to binding arbitration conducted at a venue selected by the Service Provider. CollegeDekho shall assume all costs associated with such arbitration proceedings. Assignment: The Service Provider may assign its rights and obligations under this Agreement without the prior consent of CollegeDekho. CollegeDekho may not assign its rights or obligations without the prior written consent of the Service Provider. Amendment: Amendments to this Agreement shall only be effective if executed in writing and signed by duly authorized representatives of both Parties. However, the Service Provider retains the right to unilaterally amend the Agreement to comply with evolving legal standards or industry practices, provided that such amendments are communicated in writing to CollegeDekho and are essential for compliance. Confidentiality and Data Use: The Service Provider shall be entitled to utilize, analyze, and process data and materials provided by CollegeDekho for the enhancement of its services, including but not limited to AI model training and development, in accordance with applicable data protection laws. Incidental data breaches resulting from the inherent complexities of AI technologies shall not incur liability for the Service Provider, provided reasonable protective measures were in place. Publicity: The Service Provider shall have the right to publicly disclose and market the existence and terms of this Agreement, as well as its association with CollegeDekho, without the need for prior approval or notification. Such disclosures may include marketing materials, press releases, and communications with prospective clients and investors.
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